-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJMelTdHA90KpOGTbr43bz8U+D/5vdqg9nCKMcRSaDSEDjA7gMavZy3LFmBTaTs9 PRV/l1lghuhkPy9jaRURKg== /in/edgar/work/20000808/0000891554-00-001874/0000891554-00-001874.txt : 20000921 0000891554-00-001874.hdr.sgml : 20000921 ACCESSION NUMBER: 0000891554-00-001874 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESC MEDICAL SYSTEMS LTD CENTRAL INDEX KEY: 0001004945 STANDARD INDUSTRIAL CLASSIFICATION: [5047 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54169 FILM NUMBER: 688406 BUSINESS ADDRESS: STREET 1: YOKNEAM INDUSTRIAL PK CITY: YOKNEAM ISRAEL 20692 STATE: L5 ZIP: 00000 BUSINESS PHONE: 9729599000 MAIL ADDRESS: STREET 1: 100 CRESENT ROAD CITY: NEEDHAM STATE: MA ZIP: 02194 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENGER ARIE CENTRAL INDEX KEY: 0001121422 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVE 11TH FL CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128883044 MAIL ADDRESS: STREET 1: 375 PARK AVE 11TH FL CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 0001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* ESC Medical Systems Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, NIS 0.10 par value per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) M40868107 - -------------------------------------------------------------------------------- (CUSIP Number) Edward Klimerman, Esq. RubinBaum LLP 30 Rockefeller Plaza, 29th Floor New York, New York 10112 (212) 698-7700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Page 1 of 11 CUSIP No. M40868107 SCHEDULE 13D Page 2 of 11 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Arie Genger ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC, PF, OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 2,518,258(1)(3) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 4,000(2)(3) _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,518,258(1)(3) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 4,000(2)(3) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,522,258(1)(2)(3) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ (1)Includes, in addition to Mr. Genger's personal holdings, 2,169,048 shares held by corporations controlled directly or indirectly by Mr. Genger, currently exercisable stock options for 250,000 shares held by Mr. Genger and 40,000 shares owned by a trust for the benefit of a minor child of a third party of which Mr. Genger is sole trustee, as to which trust Mr. Genger disclaims beneficial ownership. (2)Consists of 4,000 shares beneficially owned by Mr. Genger's spouse, as to which he disclaims beneficial ownership. (3)Does not include 3,000 shares beneficially owned by a trust for a minor child of Mr. Genger, as to which Mr. Genger has no voting or investment control. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. This Amendment No. 17 (the "Amendment") amends and supplements the Schedule 13D filed on October 9, 1998, as previously amended and restated by Amendment No. 1, filed on March 12, 1999 and further amended by Amendment No. 2 filed on March 23, 1999, Amendment No. 3 filed on March 26, 1999, Amendment No. 4 filed on April 15, 1999, Amendment No. 5 filed on April 20, 1999, Amendment No. 6 filed on May 11, 1999, Amendment No. 7 filed on May 13, 1999, Amendment No. 8 filed on May 21, 1999, Amendment No. 9 filed on June 2, 1999, Amendment No. 10 filed on June 3, 1999, Amendment No. 11 filed on June 16, 1999, Amendment No. 12 filed on June 17, 1999, Amendment No. 13 filed on June 18, 1999, Amendment No. 14 filed on June 21, 1999, Amendment No. 15 filed on June 22, 1999 and Amendment No. 16 filed on June 24, 1999 (the "Schedule 13D"), on behalf of Mr. Arie Genger ("Genger"), TPR Investment Associates, Inc., a Delaware corporation ("TPR"), TPR's subsidiary, Trans-Resources, Inc., a Delaware corporation ("TRI"), and TRI's indirect subsidiary, Haifa Chemicals Holdings Ltd., a company incorporated in the State of Israel ("HCH"). Genger and said corporations, all of which are directly or indirectly controlled by Genger, are collectively called the "TRI Entities." The Schedule 13D, as previously amended, was, and the Amendment is being, filed with respect to the Ordinary Shares, par value NIS 0.10 per share (the "Shares"), of ESC Medical Systems Ltd., a company incorporated in the State of Israel (the "Company"). Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended and supplemented as follows: The address of the principal place of business and principal office of Genger is 375 Park Avenue, 11th Floor, New York, New York 10052. For periods after the previously reported compromise with respect to the election of directors of the Company reached on June 23, 1999, the TRI Entities should no longer be deemed members of a "group" with Barnard J. Gottstein and Thomas G. Hardy. Mr. Hardy resigned as an officer and employee of TRI effective March 31, 2000. He continues to be a director of TRI and of the Company. In addition, notwithstanding that Genger's ownership of Shares is primarily through corporations, since he directly or indirectly controls all of these corporations he may be deemed to have sole (rather than shared) voting and dispositive power over Shares held by these corporations, and beginning with this Amendment he will describe his beneficial ownership of these Shares as constituting sole voting and investment power. Accordingly, beginning with this Amendment, Mr. Hardy and the TRI Entities (other than Genger) will no longer be joint filers pursuant to Rule 13d-1(k) with Genger, and the only "Reporting Person" will be Genger. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: See Item 5 below for a description of the option agreement entered into between Genger and the Company, which could result in Genger's acquisition of additional Shares. In addition to other previously disclosed matters, the Reporting Person (including, without limitation, one or more of his controlled entities) may enter into calls or loans and pledges of the Shares in connection therewith. Page 3 of 11 Other than as described above and as previously described in the Schedule 13D, the Reporting Person does not have any present plans or proposals which relate to or would result in (although he reserves the right to develop such plans or proposals) any transaction, change or event specified in clauses (a) through (j) of Item 4 of the form of Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Company's 1999 Share Option Plan, an Option Agreement, dated as of June 30, 2000 and executed by Genger on July 31, 2000 (the "Option Agreement"), between the Company and Genger, and a related employment agreement which is effective as of April 28, 2000, Genger received options for 1,000,000 Shares, at an exercise price of $8.50 per Share, the market value of Shares on the date the grant was agreed to by the Company. 250,000 of the options are immediately exercisable and an additional 250,000 of the options become exercisable on April 17 in each of 2001, 2002 and 2003. The termination date for all the options is June 30, 2010. A copy of the Option Agreement is attached hereto as Exhibit 36 and is incorporated herein by reference. Reference is made to the information contained in Items 7-13 of the Reporting Person's cover page for the updated aggregate number and percentage of total outstanding Shares beneficially owned by the Reporting Person. The percentages set forth in the Reporting Person's cover page have been recalculated to be based upon 27,629,017 Shares outstanding, which represents the number of Shares outstanding as of April 24, 2000 reported in the Company's revised definitive proxy statement, which was filed with the Securities and Exchange Commission on May 2, 2000. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: Genger has entered into the Option Agreement with the Company, as described in Item 5 above. A copy of the Option Agreement is attached hereto as Exhibit 36 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to add the following exhibits: Exhibit 36: Option Agreement, dated as of June 30, 2000, between the Company and Genger Page 4 of 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 4, 2000 /s/ Arie Genger -------------------------------------------- Arie Genger Page 5 of 11 EXHIBIT INDEX Exhibit Number Title Page ------- ----- ---- 36 Option Agreement, dated as of June 7 30, 2000, between the Company and Genger Page 6 of 11 EX-99 2 0002.txt OPTION AGREEMENT Exhibit 36 ESC MEDICAL SYSTEMS LTD. OPTION AGREEMENT Made as of the 30th day of June, 2000 BETWEEN ESC MEDICAL SYSTEMS LTD., an Israeli company with offices at Yokneam Industrial Park, P.O. Box 240, Yokneam 20692, Israel (the "Company"). AND ARIE GENGER, an individual whose address is c/o Trans-Resources, Inc., 375 Park Avenue, New York, New York 10152 (the "Optionee"). W I T N E S S E T H WHEREAS, the Company desires to provide the Optionee with incentive compensation by affording him an opportunity to purchase shares of its Ordinary Shares, par value NIS 0.10 per share (the "Shares"), as hereinafter provided. NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto mutually covenant and agree as follows: 1. Grant of Option. Further to the approval of the Audit Committee of the Company on April 28, 2000, the Company hereby grants to the Optionee, effective immediately (the "Grant Date") an option (the "Option") to purchase all or any part of an aggregate of 1,000,000 (one million) Shares (subject to adjustment as provided in Paragraph 8) on the terms and conditions hereinafter set forth and subject to the Company's 1999 Share Option Plan (the "1999 SOP") the terms of which are incorporated herein by reference, unless otherwise stipulated herein. Terms used herein and not otherwise defined shall have the meaning assigned to them in the 1999 SOP. 2. Purchase Price. The purchase price of the Shares issuable upon exercise of the Option (the "Option Price") shall be $8.50 (eight U.S. Dollars and fifty cents) per Share, being the Nasdaq closing price of the Shares on April 17, 2000, the date the Company agreed to the grant (subject to the above approval). Payment shall be made by wire transfer or by certified check in the manner prescribed in Paragraph 9 hereof, or any other manner acceptable to the Company. 3. Term of Option. The term of the Option shall be for a period of ten (10) years from the date hereof (the "Termination Date"), subject to earlier termination as provided in paragraph 7. 4. Vesting Period. The Optionee's rights to purchase the Shares shall be exercisable immediately with respect to 250,000 (two hundred and fifty thousand) Shares, and as to Page 7 of 11 the remaining shares shall vest in three equal annual installments, each with respect to 250,000 (two hundred and fifty thousand) Shares occurring on the 17th day of April of 2001, 2002 and 2003, respectively. 5. Acceleration. Notwithstanding Paragraph 4 herein, the Option shall be fully exercisable with respect to all shares immediately prior to a Change in Control in the Company or the termination by the Company of Optionee's employment with the Company for any reason other than for "cause" (as defined in the Employment Agreement of Optionee with the Company). 6. Limitations and Restrictions on Options and Ordinary Shares. The Option shall not be transferable otherwise than by will or the laws of descent and the Option may be exercised, during the lifetime of the Optionee, only by him or by his legal representative. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the Option, shall be null and void and without effect) provided, however, that if the Optionee shall die, his estate, personal representative, or beneficiary shall have the right to exercise the Option. Notwithstanding the above, the Optionee may assign this Option, in whole or in part, by notice to the Company, to an entity of which the Optionee and/or members of Optionee's immediate family are owners or otherwise beneficiaries. 7. Termination of Option. 7.1 The Option shall not be exercisable after the Termination Date. 7.2 If the Optionee ceases to be employed by or provide services to the Company for any cause or reason, then the Option, to the extent that it shall be exercisable at such time, shall remain exercisable at any time until the Termination Date, and Optionee's right to exercise the Option to such extent will not be limited on account of any circumstances that may be related to the termination of his employment. 8. Adjustment for Recapitalization, Merger, Etc. (a) The number of Shares covered by each Option and the Option Price of each Option shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of the Company resulting from a stock split or other subdivision or consolidation of shares or payments of stock dividends or distributions or other increases or decreases in the number of outstanding shares effected without receipt of consideration by the Company or in the event of any other extraordinary transaction. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. (b) If the Company is separated, reorganized, merged or consolidated with or into another corporation before the Option is exercisable in full, the Company shall see that the Page 8 of 11 rights of Optionee shall not be derogated by such separations, reorganizations, mergers or consolidations. However, subject to any applicable law, in the event that in any such transaction the successor corporation does not agree to assume this Option, or issue a replacement under substantially equivalent terms, the vesting period defined in Section 4 above shall be accelerated so that the Option shall be immediately vested and exercisable in full as of the date ten (10) days prior to the effective date of such transaction. 9. Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice of exercise ("Notice of Exercise") in the form prescribed by the Company, to the Company at its offices at Yokneam Industrial Park, P.O.B. 240, Yokneam 20692, Israel, attention Chief Financial Officer. Such Notice of Exercise shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such Shares by wire transfer or by certified check, or in any other form accepted by the Company. Within thirty (30) days of receipt of Notice of Exercise, the Company shall issue shares, in the name of the person or persons exercising the Option, and deliver a certificate or certificates to the persons, representing such shares as soon as practicable after notice and payment shall be received. Except otherwise provide herein, the Option may not be exercised unless, at the time the Option is exercised and at all times from the Grant Date, the Optionee shall then be and shall have been, an employee of the Company. The Optionee shall be solely liable for all taxes and other fees resulting from the grant and/or exercise of options granted under this Agreement and disposition of shares acquired pursuant to the exercise of an Option, provided, however, that the Company may, in its discretion, require that the Optionee pay at the time of exercise, such amount as the Company deems necessary to satisfy its obligation to withhold Israeli or United States Federal, state, or local income or other taxes incurred by reason of the exercise or the transfer of Shares thereupon. In the event the Option shall be exercised by any person or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to Shares to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him and such Optionee becomes the holder of record of such Shares. By executing this Agreement the Optionee agrees to the terms of any Trust Agreement to be executed by the Company on behalf of the Optionee under the terms of the 1999 SOP including customary indemnification and remuneration provisions. 10. Restrictions on Issuance and delivery of Shares. The exercise of the Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any shares otherwise deliverable upon such exercise upon Page 9 of 11 any securities exchange or under any national, state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise in the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. 11. Restrictions on Transfer of Shares. All certificates representing any Shares purchased pursuant to this Agreement may bear restrictive legends restricting the transfer of the shares as shall be specified in the Notice of Exercise or otherwise required by or necessary in order to comply with any applicable law. 12. Compliance with the Law. The Company shall pay all stamp duty taxes, if any, with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and shall, from time to time, use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto. 13. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by first class mail; postage prepaid, to the address as hereinafter provided. Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its offices at Yokneam Industrial Park, P.O.B. 240, Yokneam 20692, Israel, attention Chief Financial Officer. Each notice to the Optionee or other person or persons then entitled to exercise the Option shall be addressed to the Optionee of the address specified herein or such other person or persons at the Optionee's last known address. 14. Interpretation. The interpretation and construction of any terms or conditions of this Agreement or other matters related thereto by the Board of Directors or the Committee shall be final and conclusive. 15. Enforceability. This Agreement shall be binding upon the Optionee, his estate, his personal representatives and beneficiaries. 16. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Israel, subject to the provisions of the Code with respect to "incentive stock options" (as defined in the 1999 SOP), if applicable, and subject to the provisions of applicable United States securities laws with respect to certain terms used herein and with respect to any disposition of Shares by the Optionee. Page 10 of 11 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and the Optionee has hereunto set his hand all as of the day and year first above written. ESC MEDICAL SYSTEMS LTD. OPTIONEE: By: /s/ Yacha Sutton /s/ Arie Genger ----------------------------- ----------------------- Yacha Sutton Arie Genger President and Chief Executive Officer Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----